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        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Tuesday, October 23, 2018, Vol. 19, No. 210


                            Headlines


D E N M A R K

DKT HOLDINGS: S&P Affirms 'B+' Long-Term ICR, Outlook Stable


G E R M A N Y

KIRK BEAUTY: Moody's Alters Outlook on B2 CFR to Negative
P&R: Creditors' Meeting Concerning Insolvency Held in Munich


G R E E C E

FOLLI FOLLIE: Creditors Tap Houlihan Lokey as Financial Adviser
NBG PROGRAMME I: Fitch Affirms BB- Rating on Mortgage Bonds


I R E L A N D

ANCHORAGE CAPITAL 2: Fitch Assigns 'B-sf' Rating to Class F Debt
CAMBER PLC 4: S&P Lowers Rating on Cl. A1-A Notes Rating to D
SUTTON PARK: Fitch Assigns B-sf Rating on Class E Debt
UNIQUE PUB: Fitch Affirms BB Rating on Class A Notes


L U X E M B O U R G

PICARD BONDCO: Fitch Affirms 'B' IDR, Outlook Stable


N E T H E R L A N D S

ACCUNIA EUROPEAN I: S&P Raises Class E Notes Rating to BB


R O M A N I A

CFR MARFA: Illegal State Aid Ruling May Prompt Bankruptcy


R U S S I A

REGION INVESTMENT: S&P Withdraws 'B-/B' Issuer Credit Ratings


S L O V E N I A

NOVA LJUBLJANSKA: Fitch Maintains BB LT IDR on Watch Evolving


S P A I N

DISTRIBUIDORA INTERNACIONAL: S&P Cuts ICR to 'BB-', On Watch Neg.
EMPRESA DE ELECTRICIDADE: Moody's Raises Long-Term CFR to B1


U N I T E D   K I N G D O M

BOATHOUSE: Goes Into Liquidation, 36 Jobs Affected
MOTO VENTURES: Fitch Affirms B IDR, Outlook Stable
PRAESIDIAD GROUP: Fitch Lowers IDR to B-, Outlook Stable
UNDERWATER CENTRE: Enters Administration, 48 Jobs Affected


                            *********



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D E N M A R K
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DKT HOLDINGS: S&P Affirms 'B+' Long-Term ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings said that it had affirmed its 'B+' long-term
issuer credit ratings on DKT Holdings ApS, the ultimate parent of
Danish telecommunications network operator TDC A/S, and on its
subsidiary DKT Finance ApS. S&P also affirmed its 'B+/B' long- and
short-term issuer credit ratings on TDC A/S. The outlook on all
entities is stable.

S&P said, "We affirmed our 'BB-' issue rating on TDC's EUR3.9
billion senior secured term loan. The recovery rating on this
instrument remains at '2', indicating our expectation of about 85%
recovery for noteholders in the event of a payment default. This
rating was removed from CreditWatch with negative implications,
where we placed it on July 19, 2018.

"We raised our issue rating on TDC's EUR1.0 billion senior
unsecured notes and EUR500 million revolving credit facility (RCF)
to 'BB-' from 'B+'. The recovery rating on these instruments is
now '2', revised from '3' previously, indicating our expectation
of about 85% recovery for noteholders in the event of a payment
default. This rating was removed from CreditWatch with positive
implications, where we placed it on July 19, 2018.

"We affirmed our 'B-' issue rating on DKT Finance's EUR1.4 billion
subordinated notes. The '6' recovery rating, indicating our
expectation of zero recovery for noteholders in a payment default,
remains unchanged.

"The affirmation reflects our understanding that TDC will use the
majority of the proceeds from the sale of its Norwegian cable TV,
broadband, and business-to-business operations to Swedish
incumbent telecom operator Telia Company AB to repay debt. As
such, in our view, this will offset the incrementally negative
impact of the company's reduced footprint and smaller revenue base
following the disposal. We forecast that, in 2018, TDC's entire
Norwegian business, including the activities of cable operator Get
A/S and TDC Norway's business-to-business activities, will
generate about Danish krone (DKK) 3.0 billion of revenues and
DKK1.3 billion of EBITDA before exceptional items, equivalent to
15% of group revenues and 16% of group EBITDA.

"However, the affirmation also reflects that, although TDC will
use the vast majority of proceeds for debt repayment, we
nevertheless project the group's adjusted net debt to EBITDA will
remain high, at more than 7.0x in pro forma 2018 and 2019 (about
4.5x-4.8x excluding shareholder loans). Reported free operating
cash flow (FOCF) will be only about break-even over the same
period. We understand that TDC will review its capital structure
and related documentation and will make a final decision regarding
the remaining proceeds (approximately DKK2 billion) in the coming
quarters. However, our base-case assumption is that it will use
the remaining sale proceeds to reinvest in its Danish business.

"The stable outlook on DKT Holdings reflects our view that the
group's operating performance in Denmark will continue to improve,
particularly in 2019, driven by better pricing in consumer mobile
and further cost savings, contributing to gradually easing revenue
decline and stable or modestly growing EBITDA. We think this will
enable DKT Holdings to maintain adjusted debt to EBITDA, including
shareholder loans, of
7.0x-7.5x and FOCF to debt of 0%-2% in 2018-2019.

"We could lower the rating if intense competition, a surge in
capital expenditures, or shareholder distributions caused adjusted
debt to EBITDA to increase above 8.5x, and FOCF was negative for a
prolonged period.

"We could raise the rating if higher-than-expected EBITDA and FOCF
growth supported a sustained improvement in our adjusted debt to
EBITDA to below 5.5x and FOCF to debt of more than 5%."



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G E R M A N Y
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KIRK BEAUTY: Moody's Alters Outlook on B2 CFR to Negative
---------------------------------------------------------
Moody's Investors Service has changed to negative from stable the
outlook on the ratings of the German beauty retailer Kirk Beauty
One GmbH and affirmed its B2 corporate family rating and B2-PD
Probability of Default Rating (PDR). Concurrently, Moody's has
affirmed the Caa1 rating assigned to the EUR335 million Senior
Notes issued by Kirk Beauty One GmbH and the B1 rating assigned to
the senior secured facilities borrowed by its subsidiaries,
comprising a EUR200 million revolving credit facility (RCF),
EUR1,670 million Term Loan B and EUR300 million Senior Secured
Notes.

"The change in the outlook to negative reflects Moody's
expectation that, owing to the current deterioration in the
operating performance, Douglas' leverage will remain above 6.0x in
the next 12-18 months, with some deleverage expected only in
fiscal 2020" says Lorenzo Re, a Moody's Vice President - Senior
Analyst and lead analyst for Douglas. "However, Douglas'
deleveraging path will be conditional on its successful execution
of the ongoing restructuring process. Meanwhile, its weak credit
metrics leave Douglas no capacity for further underperformance",
Mr. Re added.

RATINGS RATIONALE

Douglas' B2 corporate family rating (CFR) is very weakly
positioned because of the high leverage following the debt-funded
acquisitions completed in 2018 and the deterioration in the
company's operating performance in fiscal 2018. Douglas' reported
EBITDA dropped by almost 40% in the first nine months of the
fiscal year ended September 2018 (fiscal 2018) because of one-off
costs for the integration of the acquired businesses in Southern
Europe and the restructuring of its activities in the core German
market, where the company is struggling to revamp sales. As a
result, the company's leverage (measured as Moody's-adjusted gross
debt/EBITDA) peaked to 7.2x as of June 2018 (from 5.7x in fiscal
2017), which is not commensurate with its B2 rating.

The change in the outlook to negative reflects Moody's expectation
that Douglas' leverage, although improving, will remain above 6.0x
also in fiscal 2019 and could only return within the boundaries of
the B2 rating in fiscal 2020, supported by a recovery in EBITDA.
However, the improvement in operating performance and reduction in
leverage will depend on the successful integration of the acquired
businesses in Southern Europe and the turnaround of the German
operations, which are both subject to execution risk in a highly
competitive industry. Moody's acknowledges that the ongoing
restructuring measures should gradually bear fruits in the next
quarters. As such, the next Christmas season will be a key test
for the effectiveness of these measures and the rating agency
expects Douglas to be able to reverse the ongoing like-for-like
sales decline in Germany. However, Douglas' current weak credit
metrics leave no room for further operating underperformance and a
continuation of the current negative operating trend would be
credit negative.

Douglas' high leverage is mitigated by the company's good
liquidity profile, supported by EUR228 million available cash as
of June 30, 2018 and a EUR200 million fully undrawn revolving
credit facility (RCF). Moody's expects free cash flow to remain
negative in fiscal 2018 because of high one-off costs, but to
return positive at around EUR30 million in fiscal 2019,
notwithstanding the expected increase in capex to make up for a
period of under investment in the business.

Douglas' credit profile is supported by the company's (1) good
market position and brand recognition in most countries the
company operates; (2) extensive store network coverage and
e-commerce capabilities; (3) scale within the segment resulting in
bargaining power with suppliers; (4) low fashion and trend risks
in the business model; and (5) positive industry demand dynamics
in particular with respect to the selective beauty segment in
which the company operates.

The rating also reflects (1) the discretionary nature of beauty
spend, which leaves the company exposed to consumer sentiment; (2)
the stiff competition in the sector, leading to price pressure;
(3) Douglas' modest absolute scale and a concentrated supplier
base; (4) difficulties in integrating some international assets;
and (5) evidence of poor execution in the domestic market which
has triggered the implementation of a large scale restructuring
programme and related costs.

STRUCTURAL CONSIDERATIONS

The EUR1,670 million senior secured Facility B, the EUR300 million
senior secured notes and the EUR200 million RCF are all rated B1,
one notch above the CFR, reflecting the senior position of these
instruments over the EUR335 million senior notes that are rated
Caa1. The Facility B, senior secured notes and RCF (collectively
senior secured creditors) all rank pari passu and are secured by
share pledges and guarantees from and between the initial borrower
of these facilities, Kirk Beauty Zero GmbH, and certain
subsidiaries comprising at least 80% of group EBITDA. Guarantors
provide security over bank accounts and, as appropriate,
intercompany receivables. These facilities are also guaranteed by
Kirk Beauty One GmbH, the issuer of the senior notes. Security for
the senior notes comprises a first-ranking share pledge over the
issuer's shares and a second-ranking share pledge over those of
Kirk Beauty Zero GmbH, while the intercreditor agreement specifies
that the claims of senior noteholders are subordinate to those of
the senior secured creditors.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive rating pressure is unlikely in the short-term, due to the
negative outlook and Douglas' weak rating positioning. However,
positive pressure on the ratings could result over the time from
(1) solid top line growth, margin improvement and free cash flow
generation over and above its expectations; and (2) Moody's-
adjusted debt/EBITDA falling toward 5.0x on a sustained basis.

Negative pressure could be exerted on Douglas' ratings if: (1)
operating performance is not at least stabilized or improved,
because of negative like-for-like sales or reduced margins; (2)
Moody's-adjusted debt/EBITDA remains above 6.0x level on a
sustained basis; (3) free cash flow is negative for an extended
period of time; or (4) its liquidity profile were to weaken.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail
Industry published in May 2018.

CORPORATE PROFILE

Kirk Beauty One GmbH (Douglas or the company), headquartered in
DÅsseldorf, is a multichannel retailer of selective beauty and
personal care products with stores in 19 different European
countries and e-commerce operations in 17 countries. The group was
acquired in August 2015 by funds advised by CVC Capital Partners.
The founders, the Kreke family, still retain a 15% stake in the
company. The company generated EUR3,205 million and EUR363 million
in revenue and Moody's-adjusted EBITDA, respectively, in the 12
months ended June 2018.

Affirmations:

Issuer: Douglas Finance B.V.

  Backed Senior Secured Bank Credit Facility, Affirmed B1

Issuer: Douglas GmbH

  Backed Senior Secured Bank Credit Facility, Affirmed B1

  Backed Senior Secured Regular Bond/Debenture, Affirmed B1

Issuer: Groupe Nocibe France S.A.S.

  Backed Senior Secured Bank Credit Facility, Affirmed B1

Issuer: Kirk Beauty One GmbH

  LT Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2-PD

  Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

Issuer: Nocibe France S.A.S.

  Backed Senior Secured Bank Credit Facility, Affirmed B1

Issuer: Parfumerie Douglas GmbH

  Backed Senior Secured Bank Credit Facility, Affirmed B1

Issuer: Parfumerie Douglas International GmbH

  Backed Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Issuer: Douglas GmbH

  Outlook, Changed To Negative From Stable

Issuer: Kirk Beauty One GmbH

  Outlook, Changed To Negative From Stable

Issuer: Douglas Finance B.V.

  No Outlook

Issuer: Groupe Nocibe France S.A.S.

  No Outlook

Issuer: Nocibe France S.A.S.

  No Outlook

Issuer: Parfumerie Douglas GmbH

  No Outlook

Issuer: Parfumerie Douglas International GmbH

  No Outlook


P&R: Creditors' Meeting Concerning Insolvency Held in Munich
------------------------------------------------------------
Xinhua News Agency reports that the first creditors' meeting
concerning the insolvency of the German shipping container lessor
P&R took place in Munich on Oct. 17.

P&R had gone bankrupt in March, whereupon one of the biggest
economic scandals in German post-war history became public, Xinhua
recounts.

According to Xinhua, the responsible insolvency trustee,
Michael Jaffe, said P&R had allegedly sold about 1.6 million
shipping containers of which only 618,000 have been located so
far.  P&R is accused of having sold approximately one million
non-existent containers to their investors, Xinhua notes.

Investors bought shipping containers from P&R, which then leased
the containers back from the investors to charter them to large
shipping companies, Xinhua states.  In return, the investors
received a quarterly rental payment and P&R guaranteed to
repurchase the used container after five years, according to
Xinhua.

Investigations by the insolvency administrator showed that P&R
allegedly used newly raised funds to pay out old investors from
2007 onwards instead of investing the money in new containers,
resulting in a so-called snowball system, Xinhua relates.

P&R collected a total of EUR3.5 billion (US$4.04 billion) from
54,000 investors, Xinhua discloses.  According to Xinhua, the
German Press Agency (dpa) said the fraud could cause damages of up
to EUR2 billion.

Following the bankruptcy of P&R, investors have filed more than
80,000 claims, P&R relays.



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G R E E C E
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FOLLI FOLLIE: Creditors Tap Houlihan Lokey as Financial Adviser
---------------------------------------------------------------
Antonio Vanuzzo and Luca Casiraghi at Bloomberg News report that a
group of creditors to Greek retailer Folli Follie has hired
Houlihan Lokey Inc. as financial adviser ahead of negotiations to
restructure the company's debt, according to people familiar with
the matter.

According to Bloomberg, the people said the investors hold about
half the firm's EUR250 million (US$287 million) of
convertible bonds that mature in July 2019.

The people said a court in Athens has given Folli Follie until
Nov. 20 to reach a deal with lenders over its EUR612 million of
debt, Bloomberg relates.

An analysis of Folli Follie's Asian business by consultant Alvarez
& Marsal last month found revenue was almost 90% short of figures
reported in its financial statement, Bloomberg recounts.

The company, Bloomberg says, is working with Deloitte as financial
adviser after Rothschild resigned in September.  The bondholder
group appointed lawyers Latham & Watkins in June, Bloomberg
relays.


NBG PROGRAMME I: Fitch Affirms BB- Rating on Mortgage Bonds
-----------------------------------------------------------
Fitch Ratings has taken the following actions on three Greek
mortgage covered bonds programmes issued by National Bank of
Greece S.A. (NBG, CCC+/C/ccc+) and Piraeus Bank S.A. (Piraeus,
CCC/C/ccc):

  - NBG Programme I (NBG I) affirmed at 'BB-'; Stable Outlook,
    off RWP

  - NBG Programme II (NBG II) upgraded to 'BBB-' from 'BB-';
    Stable Outlook, off RWP

  - Piraeus's covered bonds upgraded to 'BB' from 'BB-'; Stable
    Outlook, off RWP

Fitch has reviewed the three Greek programmes following the
publication of the asset assumptions for Greek residential
mortgage loans and the refinancing spread levels up to the 'BBB-'
Country Ceiling. The programmes were originally placed on RWP
after the upgrade of Greece and the revision of the Country
Ceiling.

The rating actions also take into account the upgrade of banks'
Issuer Default Ratings into line with their respective Viability
Ratings.

KEY RATING DRIVERS

The ratings of Greek covered bonds are constrained by the 25%
overcollateralisation (OC) that Fitch relies upon. For NBG I,
there is not sufficient protection to withstand stresses for
rating scenarios higher than the 'B' rating floor on a probability
of default (PD) basis. The tested ratings on a PD basis for NBG II
and Piraeus are above their respective rating floors and stand at
'BB-' and 'B' respectively.

The Outlooks for the programmes are Stable, driven by the
significant buffers provided by uplift factors against a downgrade
of the respective banks' Long-Term IDRs.

Fitch has assigned the full recovery uplift of three notches to
NBG II and Piraeus: the relied-upon OC for these programmes
offsets the credit loss at the respective covered bonds ratings.
NBG I is assigned a two-notch recovery uplift due to the larger
credit loss, also taking into account the new asset transfer that
occurred in August 2018, which increased the portion of
restructured loans to 24.8% from 16.3%.

The unchanged IDR uplift of two notches assigned to each programme
reflects the covered bonds' exemption from bail-in, that the
issuers' Long-Term IDRs are VR-driven, and Fitch's view of the low
risk of under-collateralisation at the point of resolution.
Following the issuers' IDR upgrade into line with their respective
VRs, Fitch takes into account the IDRs as a starting point for the
covered bond analysis. The IDR upgrade is neutral for the covered
bond ratings as the agency used to refer to issuers' VRs.

The Payment Continuity Uplift (PCU) remains six notches for the
soft-bullet programme (NBG I) and eight notches for the
conditional pass-through (NBG II and Piraeus). The notches of PCU
for NBG I are unused as the rating is constrained by the level of
OC, while NBG II and Piraeus currently use two notches and one
notch respectively. Fitch's continuity assessment also considers
protection for interest payments of at least three months.

NBG I

The covered bonds issued under NBG I are rated 'BB-', four notches
above the bank's Long-Term IDR of 'CCC+'. This is based on an
unchanged IDR uplift of two notches, an unchanged PCU of six
notches and a recovery uplift of two notches. The rating is
constrained at 'BB-' as the 25% relied-upon OC is not sufficient
to meet timely payments in rating scenarios above the 'B' covered
bonds rating floor, but provides more protection than the
unchanged 'BB-' breakeven OC of 20.5%, derived from the 20.5% 'BB-
' credit loss.

NBG II

The covered bonds issued under NBG II are rated 'BBB-', seven
notches above the bank's Long-Term IDR of 'CCC+'. This is based on
an unchanged IDR uplift of two notches, an unchanged PCU of eight
notches and a recovery uplift of three notches. The 25% OC that
Fitch relies upon in its analysis provides more protection than
the 'BBB-' breakeven OC of 16.5%.

The breakeven OC is driven by the 5.5% credit loss and the 11.2%
ALM loss component, which represents the OC needed to cover
interest payments on the covered bonds without triggering any
asset sale.

The rating is at the Country Ceiling for Greece and it is
constrained by the relied-upon OC, which is not sufficient to
withstand stresses above the current 'BB-' tested rating on PD.

Piraeus

Piraeus's covered bonds are rated 'BB', six notches above the
bank's Long-Term IDR of 'CCC'. This is based on an unchanged IDR
uplift of two notches, an unchanged PCU of eight notches and a
recovery uplift of three notches. The rating is constrained at
'BB' as the 25% relied-upon OC is not sufficient to meet timely
payments in rating scenarios above the 'B' tested rating on PD,
but provides more protection than the 'BB' breakeven OC of 22.5%.

The breakeven OC is driven by the 7.8% credit loss and the 14.7%
ALM loss component, which represents the OC needed to cover
interest payments on the covered bonds without triggering an asset
sale.

RATING SENSITIVITIES

All else being equal, the covered bonds issued by National Bank of
Greece S.A. (NBG) under Programme I (NBG I) and Piraeus Bank S.A.
could be upgraded up to the Country Ceiling, provided sufficient
protection is available to withstand stresses associated to higher
rating levels.

All else being equal, the rating of the covered bonds issued by
NBG under Programme II (NBG II) would be sensitive to a downward
revision of Greece's Country Ceiling.

All else being equal, the ratings of the Greek programmes would be
vulnerable to a downgrade if the relied-upon OC falls below
Fitch's breakeven OC at the respective covered bonds rating. The
covered bonds' rating of NBG I would be downgraded upon the
downgrade of NBG's IDR to 'CCC-' or below, while the ratings of
the covered bonds issued by Piraeus and NBG II are not vulnerable
to a downgrade of the respective issuers' IDRs up to 'C'.

Fitch's breakeven OC for a given covered bonds rating will be
affected by, among other factors, the profile of the cover assets
relative to outstanding covered bonds, which can change over time,
even in the absence of new issuance. Therefore, the breakeven OC
for a covered bonds rating cannot be assumed to remain stable over
time.



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ANCHORAGE CAPITAL 2: Fitch Assigns 'B-sf' Rating to Class F Debt
----------------------------------------------------------------
Fitch Ratings has assigned Anchorage Capital Europe CLO 2 DAC
final ratings, as follows:

Class A-1: 'AAAsf'; Outlook Stable

Class A-2: 'AAAsf'; Outlook Stable

Class B: 'AAsf'; Outlook Stable

Class C: 'Asf'; Outlook Stable

Class D-1: 'BBBsf'; Outlook Stable

Class D-2: 'BBBsf'; Outlook Stable

Class E: 'BB-sf'; Outlook Stable

Class F: 'B-sf'; Outlook Stable

Subordinated notes: not rated

Anchorage Capital Europe CLO 2 DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, and second-lien loans. A total
expected note issuance of EUR411 million is being used to fund a
portfolio with a target par of EUR400 million. The portfolio will
be managed by Anchorage Capital Group, L.L.C. The CLO envisages a
4.1-year reinvestment period and an 8.5-year weighted average
life.

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch considers the average credit quality of obligors to be in
the 'B' range. The Fitch-weighted average rating factor of the
identified portfolio is 30.2.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured
obligations. Recovery prospects for these assets are typically
more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rating of the
identified portfolio is 68.0%.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors is 20% of
the portfolio balance. The transaction also includes limits on
maximum industry exposure based on Fitch industry definitions. The
maximum exposure to the three largest (Fitch-defined) industries
in the portfolio is covenanted at 40%. These covenants ensure that
the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management

The transaction features a 4.1-year reinvestment period and
includes reinvestment criteria similar to other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines.

Cash Flow Analysis

Fitch used a customised proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, and to assess their effectiveness,
including the structural protection provided by excess spread
diverted through the par value and interest coverage tests.

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated
notes. A 25% reduction in recovery rates would lead to a downgrade
of up to three notches for the rated notes.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.


CAMBER PLC 4: S&P Lowers Rating on Cl. A1-A Notes Rating to D
-------------------------------------------------------------
S&P Global Ratings lowered its credit rating on CAMBER 4 PLC's
class A1-A notes. At the same time, S&P affirmed its ratings on
the class A2, A3, B, and C notes.

S&P said, "The rating actions follow our review of the transaction
using data from the latest trustee report and the application of
our relevant criteria.

"Since our November 2017 review, the par coverage of the rated
notes has further deteriorated. We estimate the total collateral
in the transaction to be $13.63 million. This is insufficient to
cover the principal outstanding of the most senior class of notes
($217.12 million). The class A2, A3, B, and C notes are still
deferring interest. The class A1-A notes have deferred interest
since the May payment date, accumulating deferred interest of
$426,473. We believe that the class A1-A notes are likely to
continue to miss interest payments.

"As our rating on the class A1-A notes addresses timely payment of
interest, we have lowered to 'D (sf)' from 'CC (sf)' our rating on
this class of notes.

"Based on the transaction's further performance deterioration, we
have affirmed our 'D (sf)' ratings on the class A2, A3, B, and C
notes.

"Since all tranches in this transaction are now rated 'D (sf)', we
will withdraw the ratings 30 days after the rating actions."

CAMBER 4 is a cash flow collateralized debt obligation (CDO)
managed by Cairn Capital Ltd. A portfolio of U.S. residential
mortgage-backed securities (RMBS), CDOs, asset-backed securities
(ABS), and commercial mortgage-backed securities (CMBS) backs the
transaction. CAMBER 4 closed in December 2004 and its reinvestment
period ended in November 2010.

  RATING LOWERED

  CAMBER 4 PLC
  Class          Rating
             To          From
  A1-A       D (sf)      CC (sf)

  RATINGS AFFIRMED

  Class      Rating

  A2         D (sf)
  A3         D (sf)
  B          D (sf)
  C          D (sf)


SUTTON PARK: Fitch Assigns B-sf Rating on Class E Debt
------------------------------------------------------
Fitch took the follow rating actions on Sutton Park CLO DAC Final:

EUR1.4 million Class X: 'AAAsf'; Outlook Stable

EUR242 million Class A-1A: 'AAAsf'; Outlook Stable

EUR4 million Class A-1B: 'AAAsf'; Outlook Stable

EUR23 million Class A-2A: 'AAsf'; Outlook Stable

EUR20 million Class A-2B: 'AAsf'; Outlook Stable

EUR25 million Class B: 'Asf'; Outlook Stable

EUR24 million Class C: 'BBB-sf'; Outlook Stable

EUR22 million Class D: 'BBsf'; Outlook Stable

EUR12 million Class E: 'B-sf'; Outlook Stable

EUR36 million subordinated notes: not rated

The transaction is a cash flow collateralised loan obligation
(CLO). Net proceeds from the issuance of the notes will be used to
purchase a portfolio of mostly senior secured leveraged loans and
bonds with a target par of EUR400 million. The portfolio is
managed by Blackstone / GSO Debt Funds Management Europe Limited.
The CLO envisages a 4.5-year reinvestment period and an 8.5-year
weighted average life (WAL).

KEY RATING DRIVERS

'B+'/'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the
'B+'/'B' range. The Fitch-weighted average rating factor (WARF) of
the identified portfolio is 30.52.

High Recovery Expectations

At least 96% of the portfolio comprises senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rate (WARR) of the
identified portfolio is 65.52.

Limit on Concentration Risk

The covenanted maximum exposure to the top 10 obligors for
assigning the expected ratings is 20% of the portfolio balance.
The manager will be able to interpolate between two matrices
depending on the size of the fixed rate bucket in the portfolio.
The transaction also includes limits on maximum industry exposure
based on Fitch's industry definitions. The maximum exposure to the
three largest (Fitch-defined) industries in the portfolio is
covenanted at 40%. These covenants ensure that the asset portfolio
will not be exposed to excessive concentration.

Adverse Selection and Portfolio Management

The transaction features a 4.5-year reinvestment period and
includes reinvestment criteria similar to other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines.

Cash Flow Analysis

Up to 10% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 5% of the target par. Fitch
modelled both 0% and 10% fixed-rate buckets and found that the
rated notes can withstand the interest rate mismatch associated
with each scenario.

RATING SENSITIVITIES

A 25% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated
notes. A 25% reduction in recovery rates would lead to a downgrade
of up to three notches for the rated notes.

DATA ADEQUACY

The majority of the underlying assets have ratings or credit
opinions from Fitch and/or other Nationally Recognised Statistical
Rating Organisations and/or European Securities and Markets
Authority-registered rating agencies. Fitch has relied on the
practices of the relevant groups within Fitch and/or other rating
agencies to assess the asset portfolio information.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.


UNIQUE PUB: Fitch Affirms BB Rating on Class A Notes
----------------------------------------------------
Fitch Ratings has affirmed Unique Pub Finance plc's class A notes
at 'BB', class M notes at 'B+' and class N notes at 'B'. The
Outlooks are Stable.

KEY RATING DRIVERS

Unique's leased/tenanted business model hinders the group's
ability to adapt to the dynamic and increasingly competitive UK
eating and drinking out market. The fully amortising debt, strong
liquidity and deferability of the junior notes mitigate covenant
weaknesses, such as the restricted payment covenant. The class A4
2027 notes suffer concurrent amortisation with the junior and
deferrable class M 2024 notes. The ratings reflect the currently
low free cash flow debt-service cover ratios (FCF DSCR) until 2021
when the class A3 notes are repaid.

Structural Decline but Strong Culture - Industry Profile: Midrange
The UK pub sector has a long history, but trading performance for
some assets has shown significant weakness in the past. The sector
has been in structural decline for the past three decades due to
demographic shifts, greater health awareness and the growing
presence of competing offerings. Exposure to discretionary
spending is high and revenues are therefore linked to the broader
economy. Competition is high, including off-trade alternatives,
and barriers to entry are low. Despite the on-going contraction,
Fitch views the sector as sustainable in the long term, supported
by the strong UK pub culture.

Sub-KRDs: operating environment - weaker, barriers to entry -
midrange, sustainability - midrange.

Experienced Operator, Well-Maintained Estate - Company Profile:
Midrange

Unique is 100% owned by Ei Group plc (EIG), a large and
experienced UK pub operator with economies of scale but limited
use of branding. As the estate is substantially fully leased or
tenanted, insight into underlying profitability is weak. Operator
replacement would be difficult but possible within a reasonable
period of time. Centralised management of the estate and common
supply contracts result in close operational ties between the
securitised and non-securitised estates.

Fitch considers the pubs to be reasonably well maintained and over
90% of the estate is held on a freehold or long-leasehold basis.
In September 2017, the Unique estate was valued at GBP1,706
million and a fairly high average pub value of GBP772,000
(compared with GBP753,000 in September 2016). Over the past few
years management has reinvested disposal proceeds into improving
its existing estate. There is no minimum capex covenant, but
upkeep is largely contractually outsourced to more than half of
tenants on full repair and insuring leases. The secondary market
is liquid and there is value in the estate on alternative use,
such as residential property and mini-supermarkets.

Sub-KRDs: financial performance - weaker, company operations -
midrange, transparency - weaker, dependence on operator -
midrange, asset quality - midrange

Strong Liquidity Mitigates Weaknesses - Debt Structure: Class A
Midrange, Class M, N Weaker

The debt is fully amortising but there is some concurrent
amortisation between the class A and class M junior tranche and
debt service is high until 2024. Positive factors for the rating
include fully fixed-rate debt, which avoids any floating-rate risk
and senior-ranking derivative liabilities. The security package
comprises comprehensive first-ranking fixed and floating charges
over borrower assets.

Prepayments and purchases result in debt service being one year
ahead, compliance under the restricted payment condition (RPC)
calculation, and thus allow cash up-streaming. This is a
significant credit negative, although recently lower cash
dividends were paid. Structural features include a GBP65 million
cash reserve and a tranched liquidity facility of GBP152 million
as at June 2018, which decreases over time in line with leverage.
In its view, the SPV is not a true orphan SPV as the share capital
is owned by a subsidiary of Unique and the majority of its
directors are not independent.

Sub-KRDs: debt profile: class A - midrange, class M and N -
weaker, security package: class A - stronger, class M and N -
midrange, structural features - weaker

Financial Profile

Under the Fitch Rating Case (FRC) the projected FCF DSCRs until
2021 are 1.2x, 1.0x and 0.9x for the class A, M and N notes,
respectively, in line with the previous year. The same ratios are
2.0x, 1.0x and 1.6x until their respective final legal maturities.
The ratios are quoted as the minimum of the either the average or
median over the period.

PEER GROUP

Like Punch Taverns Finance B Limited (Punch B), Unique is linked
to the broader UK economic cycle and has a large portfolio of
mainly tenanted pubs. Punch B class A notes have comparable
projected FCF DSCRs to Unique's Class N notes, and slightly
stronger leverage, but the refinance risk, which is unusual in UK
WBS, justifies more headroom for the same rating.

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Negative Rating Action:

  - Any deterioration of the projected FCF DSCRs to below 1.0x,
    0.9x and 0.8x for the class A, M, and N notes respectively
    until 2021, when the class A3 notes will be amortised.

Developments that May, Individually or Collectively, Lead to
Positive Rating Action:

  - Forecast FCF DSCRs consistently above 1.3x, 1.1x and 1.0x for
    the class A, M and N notes respectively until 2021, when the
    class A3 notes will be amortised.

CREDIT UPDATE

Performance Update

In the year to end-June 2018, Unique reported cash flow of GBP130
million, 2.3% better than in June 2017 and above the 2017 FRC, due
to the gradually improving estate quality and lower tax payments.
On a per-pub basis, revenue improved by 2.0% to GBP89,800 compared
with GBP88,000 in the previous year, while FCF on a per-pub basis
improved by 6.2% against both last year actuals and the 2017 FRC
projections. Reported coverage was stable at around 1.8x.

Fitch Cases

The FRC projects gradually declining FCF assuming 0.25% annual
growth in revenue and operating costs slightly above inflation.
Fitch expects the existing disposal proceeds to fund maintenance
capex and the scheduled debt service when proceeds are not used
after 18 months from disposal. The FRC projects FCF DSCRs until
2021 of 1.2x, 1.0x and 0.9x for the class A, M and N notes,
respectively, broadly in line with the previous year. Fitch
anticipates a material improvement in metrics for class A beyond
2021, as a result of the amortisation of the class A3 notes.

Asset Description

The transaction is a securitisation of tenanted pubs in the UK. As
of June 2018, the transaction consisted of 2,153 pubs, down from
2,217 as of June 2017.



===================
L U X E M B O U R G
===================


PICARD BONDCO: Fitch Affirms 'B' IDR, Outlook Stable
----------------------------------------------------
Fitch Ratings has affirmed Picard Bondco S.A.'s Issuer Default
Rating at 'B'. The Outlook is Stable.

The rating reflects Picard's weak financial profile, which
counterbalances its strong business profile. The company has a
high resilience through the economic cycle, high profitability and
good cash-flow conversion compared to food retailer peers. Fitch's
rating, however, factors in Picard's high refinancing risk,
resulting from its sponsors' aggressive financial policy. Two
consecutive debt-funded dividend distributions led to significant
releveraging, leaving limited headroom under its 'B' rating. Any
material operating underperformance against Fitch's rating case
could lead to a negative rating action.

KEY RATING DRIVERS

High Leverage and Refinancing Risk: Picard's high refinancing risk
is a key rating constraint, with funds from operations (FFO)
adjusted gross leverage expected at a record-high level of 8.9x
(8.4x net) at financial year ending March 31, 2019 (FY19).
Shareholders Lion Capital and Aryzta AG have exploited Picard's
highly cash generative business model with two dividend recaps in
December 2017 and May 2018, leading to a cumulative debt increase
of 30%. The group retains some deleveraging capacity but the
current high leverage results in limited financial headroom under
its 'B' rating, increasing Picard's reliance on strong operating
performance and favourable market conditions to address its future
refinancing needs.

Other Major Dividends Unlikely: Fitch believes it is unlikely that
further dividends would be up-streamed or M&A executed under the
existing capital structure, which provides some visibility on
potential deleveraging over the rating horizon. Under the bond
documentation, any future additional dividend payments and
investments are subject to pro forma net debt/EBITDA being below
4.5x. In its rating case net debt/EBITDA won't reach the 4.5x
level before FY24, or one year after major debt maturities.
Moreover, if dividends were to be made before major repayments,
only a maximum amount of EUR60 million or 30% of consolidated
EBITDA would be permitted.

Robust Business Model: Over the past few years Picard's sales and
profitability have shown high resilience to adverse market
conditions. Growth has been consistent but only moderate,
reflecting the market's high level of competition. Picard is by
far the leader in the French niche frozen-food market, where the
company benefits from high brand awareness. Management's various
initiatives, such as its vending machines project, should allow
for further growth despite a fierce competitive environment, where
food retailers implement aggressive strategies to attract more and
more demanding consumers.

Slow Geographic Diversification: Picard's still limited geographic
diversification (over 95% of revenues are in France) partly
relates to the high specificity of its mainly premium, French-
style products, which often require a long time for cultural
acceptance. The group's entry in a growing number of countries
over recent years enlarges its growth opportunities, but Fitch
expects only a small contribution over the next five years to
earnings from recent expansion outside of France. Nevertheless,
Picard's foreign activities should not have a negative impact on
its profitability profile because the company is shifting towards
structurally profitable models such as franchises or commercial
agreements with other food retailers. This strategy allows it to
develop brand awareness while assuming lower risks than through
establishing its own stores.

Strong Profitability: Fitch expects EBITDA margin to be at or
above 14.2% over the next four years, underpinned by reducing
costs in relation to the change in its foreign expansion model,
the closure of its Swedish non-profitable stores and management's
initiatives to support like-for-like growth. As most of its sales
are generated by own-branded products, Picard's profit margins are
higher than typical food retailers'. High profitability, combined
with limited working-capital and capex needs, enable the group to
consistently generate positive FCF, distinguishing it from retail
peers.

Positive Free Cash Flow: Fitch expects annual FCF to average 4.6%
of sales over the next four years, which reflects lower interest
costs under the capital structure put in place in December 2017
despite a higher amount of cash-pay debt, as Picard could
refinance at very favourable conditions. Furthermore the group
benefits from a high cash conversion ratio with limited working
capital swings and moderate capex-to-EBITDA.

Good Financial Flexibility: Fitch forecasts Picard's FFO fixed-
charge cover to be stable at 1.9x over the next four years, a
level comparable to 'BB' rated food retailers. It reflects the
group's high profitability and low interest charges relative to
its debt burden. Financial flexibility will be also supported by
Picard's high cash generation capacity and the bullet profile of
its debt. At the 'B' rating level this somewhat compensates for a
financial structure comparable to 'CCC' rated peers.

Going Concern: The recovery analysis assumes that Picard would be
considered a going concern in bankruptcy and that the company
would be reorganised rather than liquidated. Fitch has assumed a
10% administrative claim in the recovery analysis. Picard's
recovery analysis assumes a post-reorganisation EBITDA of EUR150
million, slightly more than 25% below FY18 EBITDA of EUR206
million. At this level of EBITDA and after taking corrective
measures into account, Fitch would expect Picard to continue to
generate slightly positive free cash flow but have very limited
deleveraging capacity from a high level. It also assumes a
distressed multiple enterprise value of 6.0x. Picard's multiple
reflects its niche positioning and less vulnerable business
profile as a retailer generating sales mostly through own-branded
products.

Above-Average Recovery Expectations for FRNs: Fitch assumes a
fully drawn RCF since credit revolvers are usually tapped as
companies approach financial distress. Such assumptions result in
high recovery prospects for the super senior RCF issued by Picard
Groupe S.A.S., -- rating affirmed at 'BB'/RR1 (100%). They also
result in above-average recovery prospects in the 51%-70% range
for the senior secured FRNs (62%), and Fitch therefore affirms the
rating of 'B+'/RR3. Following the payment waterfall, the senior
notes' recovery rating is affirmed at 'CCC+'/RR6, indicating
recoveries in the 0%-10% range.

DERIVATION SUMMARY

Compared with food retail peers such as Carrefour SA (BBB+/Stable)
or Ahold Delhaize NV (BBB/Positive), Picard has a weaker business
profile with lower scale and geographic diversification as well as
higher leverage. However, these weak aspects are partially offset
by its strong competitive position as the leader in a niche
market. Furthermore, its unique business model (food retailer
selling mostly own-brand products) enables it to reach levels of
profitability in line with food manufacturers such as Premier
Foods PLC (B/Stable), and much higher than its immediate food
retail peers. This supports adequate financial flexibility and
liquidity, with a superior cash flow generation.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

  - Moderate like-for-like sales growth underpinned by
    management's prudent expansion strategy and various
    initiatives to support French sales in a highly competitive
    environment.

  - EBITDA margin at or above 14.2% over FY19-FY22.

  - Capex averaging 3% of annual sales, mainly reflecting
    continued investments in store remodelling and moderate
    expansion through own stores, as well as the implementation of
    management's organic growth initiatives such as in vending
    machines.

  - No further dividend payments and no M&A activity.

  - Average annual FCF at 4.6% of sales over FY19-FY22.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

An upgrade of the IDR is unlikely over the rating horizon, as a
meaningful improvement in Picard's financial ratios is reliant on
a significant improvement in the group's operating performance,
which Fitch currently does not foresee. Provided that Picard's
business model and profitability remain resilient, future
developments that may, individually or collectively, lead to
positive rating actions include:

  - FFO adjusted leverage below 6.0x (5.5x net of readily
    available cash) on a sustained basis;

  - FFO fixed-charge cover above 2.5x (FY18: 1.7x) on a sustained
    basis.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - Inability to reduce FFO adjusted leverage towards 8.0x (7.0x
    net of cash) by end-FY21, resulting in a too high level of
    refinancing risk for the current rating closer to major debt
    maturities;

  - Deterioration in like-for-like sales and EBITDA margin, as
    reflected in FCF generation below 4% of sales;

  - FFO fixed-charge cover below 1.5x.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Picard's liquidity is supported by limited
working-capital outflows and low capex. Liquidity is further
supported by a EUR30 million RCF maturing in 2023 and few debt
repayments until 2023.

SUMMARY OF FINANCIAL STATEMENT ADJUSTMENTS

  -- Fitch calculates FFO adjusted leverage ratios by adding to
     Picard's reported debt amount a multiple of 8.0x of operating
     lease expense related to long-term assets (FY18: EUR 62.3m)

  -- At March 31, 2018, Fitch estimated that EUR10 million of the
     group's reported cash and cash equivalents were needed to
     fund intra-year working capital needs (average peak-to
     trough), and therefore are not considered available for debt
     repayment.

  -- Picard reports debt on its balance sheet at carrying amount.
     Fitch adjusted up the FY18 figures by EUR8.5 million to
     reflect the real cash amount to be repaid at maturity date.



=====================
N E T H E R L A N D S
=====================


ACCUNIA EUROPEAN I: S&P Raises Class E Notes Rating to BB
---------------------------------------------------------
S&P Global Ratings raised to 'BB (sf)' from 'BB- (sf)' its credit
rating on Accunia European CLO I B.V.'s class E notes. At the same
time, S&P has affirmed its ratings on the class A, B, C, and D
notes.

The rating actions follow S&P's assessment of the transaction's
performance using data from the latest performance reports and the
application of our relevant criteria.

The portfolio's performance has improved since S&P's previous
review. Some of the key characteristics that supported the rating
actions include:

A well-diversified leveraged loans portfolio of 134 distinct
obligors. There were no defaulted corporates in the portfolio
(assets rated 'CC', 'C', 'SD' [selective default], or 'D'). At
the same time, the portfolio's exposure to 'CCC' rated assets has
reduced to 0.37% from 0.85%. Both the interest coverage test and
principal coverage tests remain above the documented threshold
levels.

The weighted-average recovery rates have increased since S&P's
previous review:

  Rating category         Current review          Previous review
  AAA                     37%                     35%
  AA                      47%                     37%
  A                       53%                     51%
  BBB                     60%                     57%
  BB                      64%                     62%
  B                       65%                     63%

The available credit enhancement due to par-building trade in the
portfolio. The transaction now benefits from 0.42% more collateral
since we first assigned our ratings.

For this analysis, S&P determined the scenario default rates
(SDRs) by running the asset portfolio through the CDO Evaluator
model, which is an integral part of our methodology for rating and
monitoring collateralized loan obligation (CLO) transactions.
Through a Monte Carlo simulation, the CDO Evaluator assesses a
portfolio's credit quality, considering each asset's credit
rating, size, and maturity, and the estimated correlation between
each pair of assets. The portfolio's credit quality is presented
in terms of a probability distribution for potential portfolio
default rates.

The average portfolio credit quality remains unchanged at the 'B'
rating level compared with our previous review. The weighted-
average life also remained stable over the same period.

That said, the portfolio is now more diverse in terms of obligors
and industry, resulting in SDRs improving slightly at the senior
rating levels. The decrease in 'CCC' category assets (assets rated
'CCC+', 'CCC', and 'CCC-') also contributed to the fall in SDRs.

From this probability distribution, the CDO Evaluator derives a
set of SDRs, each of which identifies the minimum level of
portfolio defaults each CLO tranche is expected to be able to
withstand to support a specific rating level. S&P then compare the
SDRs to the results generated in its cash flow analysis for each
rated tranche within the CLO transaction.

Although the SDRs generally reflect the amount of credit support
required at each rating level based on the portfolio's credit
characteristics, S&P use its proprietary cash flow model to
determine the applicable percentile break-even default rate (BDR)
for each tranche, given the stresses specified by its criteria for
generating cash flow analysis at various rating levels.

The cash flow analysis and BDRs take into account the
transaction's capital structure, interest and principal diversion
mechanisms, payment mechanics, and general characteristics of the
portfolio collateral. For each rated tranche, the BDRs represent
an estimate of the maximum level of gross defaults--based on our
cash flow stress assumptions--that a tranche can withstand and
still fully repay the noteholders.

S&P said, "The CLO manager has built par since our previous
review, which contributed to the increase in available credit
enhancement at all rating levels. The weighted-average recovery
rate also improved over the same period, while the weighted-
average spread on the asset portfolio remained stable.

"Taking into account the results of our credit and cash flow
analysis, we consider that the available credit enhancement for
all classes of notes is commensurate with the currently assigned
ratings for the class A to D notes. We have therefore affirmed our
ratings on these classes of notes.

"In our previous review, the class E notes were failing our credit
and cash flow analysis at the 'BB' rating, which we assigned at
closing. As of today, the class E notes are once again passing at
the 'BB' rating level, mainly driven by the improved weighted-
average recoveries and higher credit enhancement. We have
therefore raised to 'BB (sf)' from 'BB- (sf)' our rating on the
class E notes.

"Although the cash flows for the class B to D notes show that they
could achieve higher ratings than those currently assigned, based
on improved performance, the affirmations reflect our rating
framework for CLOs that allow reinvestment of assets during the
reinvestment period. Under our framework, we typically would not
consider upgrades to the rated tranches in the collateralized debt
obligation (CDO) transaction because the transaction typically
would allow the collateral manager to have a few years to reinvest
and change the transaction's credit risk profile.

"We also applied supplemental tests outlined in our corporate CDO
criteria (the largest obligor default test and the largest
industry default test). These supplemental tests are additional
quantitative elements in our analysis that are separate and
distinct from the Monte Carlo default simulations we run in the
CDO Evaluator and the cash flow analysis generated for each
transaction. The tests are intended to address both event and
model risks that may be present in rated transactions. Our ratings
on the classes of notes in this transaction are not capped by
these supplemental tests."

Accunia is a European cash flow CLO securitization of a revolving
pool consisting primarily of broadly syndicated senior secured
loans and bonds.

  RATING RAISED

  Accunia European CLO I B.V.

  Class           Rating
            To            From
  E         BB (sf)       BB- (sf)

  RATINGS AFFIRMED

  Accunia European CLO I B.V.

  Class           Rating
  A               AAA (sf)
  B               AA (sf)
  C               A (sf)
  D               BBB (sf)



=============
R O M A N I A
=============


CFR MARFA: Illegal State Aid Ruling May Prompt Bankruptcy
---------------------------------------------------------
Bogdan Gabaroi at Agerpres reports that Vasile Seclaman, director
of the Railway Supervision Department of the Competition Council,
said rail freight operator CFR Marfa will lose an important share
of the market and could even go bankrupt if the European
Commission finds, following its ongoing investigation, that the
railway operator received illegal state aid.

"From the information I have, if it is declared illegal state aid,
CFR Marfa will have to repay the amount and this means a certain
weight in the activity that it will have from then on and this may
even lead to the loss of an important share and hopefully not to
bankruptcy.  It depends very much on the management that will be
applied if the state aid is declared illegal," Agerpres quotes Mr.
Seclaman as saying.

Mr. Seclaman could not give details about the amount that CFR
Marfa will have to return, indicating that this case is handled by
the State Aid Department of the Competition Council, Agerpres
notes.  He also said that a possible unfavorable decision would
benefit the competitors of CFR Marfa, that will take over part of
the state-owned company's market share, Agerpres relates.

According to Agerpres, Mr. Seclaman said: "Anyway, it will lose
from its current market share of around 36%, which will go to the
other competitors.  There are 22 rail freight operators on the
market, from which a number of 17 companies operated in 2016 --
2017.  Five of these have a market share of over 3%, and CFR
Marfa's main competitor is GFR, from the Grampet group."

The European Commission launched a thorough investigation in
mid-December 2017 to determine if the Romanian state's write-off
of CFR Marfa's debt and the non-collection of the company's debts
gave it an unfair advantage, in breach of EU rules on state aid,
Agerpres recounts.



===========
R U S S I A
===========


REGION INVESTMENT: S&P Withdraws 'B-/B' Issuer Credit Ratings
--------------------------------------------------------------
S&P Global Ratings said that it had withdrawn its 'B-/B' long- and
short-term issuer credit ratings on Russia-based REGION Investment
Co. AO and its subsidiaries REGION Broker Co. LLC and MKB-Leasing
at the request of REGION Investment Co. The outlook on these
ratings was negative at the time of withdrawal.



===============
S L O V E N I A
===============


NOVA LJUBLJANSKA: Fitch Maintains BB LT IDR on Watch Evolving
-------------------------------------------------------------
Fitch Ratings has maintained Slovenia-based Nova Ljubljanska Banka
d.d.'s 'BB' Long-Term Issuer Default Rating on Rating Watch
Evolving (RWE).

The RWE on NLB's ratings continues to reflect both of the
following:

(i) The potential negative impact on the bank's credit profile and
ratings of the breach of the original privatisation commitments
contained in NLB's restructuring agreement when the state aid
extended to the bank was approved in 2011-2013. In April 2018, the
European Commission (EC) launched an investigation in respect of
this, which could result in direct financial costs for the bank
and/or material operating restrictions. This could have a
significant negative impact on NLB's company profile,
profitability and capital, and could trigger a rating downgrade.

(ii) The moderate upside potential for the ratings if there is no
material negative impact on NLB from the delayed fulfilment of its
privatisation commitments. In this case, the ratings could be
upgraded by one notch, driven by the material improvement in NLB's
financial profile in 2017-1H18, as reflected in the significant
moderation of asset quality risks, stronger earnings, and solid
capital and liquidity buffers.

In August 2018, the EC published a press release concluding that
Slovenia's aid for NLB remains compatible with EU state aid rules
on the basis of a new commitment package submitted by the
Slovenian authorities on July 13, 2018. The new commitments
stipulate the privatisation of 50% + one share in NLB by end-2018
and a further 25% stake in 2019. In Fitch's view, the agreement to
extend the privatisation deadlines is credit positive, and Fitch
expects to resolve the RWE on NLB's ratings once the state divests
a majority stake in the bank, thereby materially reducing the
risks related to delayed fulfilment of privatisation commitments.
On October 15, 2018, the Republic of Slovenia (acting through its
sovereign holding company) and NLB announced the intention to
proceed with a public offering and listing of the bank's shares on
the Ljubljana Stock Exchange and of global depositary receipts
representing NLB ordinary shares on the London Stock Exchange.

In Fitch's view, NLB's credit profile has remained stable over the
past six months and continues to be commensurate with a one-notch
higher rating, if not for the event risks stemming from the breach
of initial privatisation commitments. NLB's impaired loans ratio
(defined as loans 90 days overdue plus otherwise impaired loans)
reduced to 9.9% at end-1H18 (end-2017: 10.8%), and these loans
were 70% (end-2017: 79%) covered by loan loss allowances (LLA).
Fitch believes that NLB's impaired loans definition is
conservative and expects the impaired loans to be quite similar to
stage 3 loans under IFRS 9, which are not disclosed on interim
dates.

Net impaired loans equalled a moderate 12% of end-1H18 Fitch Core
Capital (FCC). Earnings remained reasonable with an annualised
ROAE of 12.5% in 1H18 (2017: 14.5%), although this is partially
supported by moderate impaired loan recoveries and corresponding
reversals of LLA. Capital and liquidity buffers are significant,
as expressed by a solid 20.5% FCC ratio at end-1H18 and a low 75%
gross loans/deposits ratio.

KEY RATING DRIVERS - SUPPORT RATING, SUPPORT RATING FLOOR

NLB's Support Rating Floor of 'No Floor' and Support Rating of '5'
reflect Fitch's opinion that potential sovereign support for the
bank cannot be relied on. This is underpinned by the EU's Bank
Recovery and Resolution Directive, which provides a framework for
resolving banks that is likely to require senior creditors
participating in losses, if necessary, instead or ahead of a bank
receiving sovereign support.

RATING SENSITIVITIES

NLB's ratings are sensitive to the fulfilment of the bank's
privatisation commitments and hence reduction of related risks. If
NLB is privatised by end-2018, Fitch may upgrade NLB's Long-Term
IDR by one notch, reflecting its generally sound financial
metrics.

Conversely, if the privatisation does not go ahead on time and the
Slovenian authorities fail to nominate a trustee to dispose of the
bank as required by the new commitments, and this leads to
material financial costs and/or operational restrictions on NLB
with a significant negative impact on its company profile,
profitability and capital, then the ratings could be downgraded.

The rating actions are as follows:

Nova Ljubljanska Banka d.d.

Long-Term IDR: 'BB', maintained on RWE

Short-Term IDR: affirmed at 'B'

Viability Rating: 'bb', maintained on RWE

Support Rating: affirmed at '5'

Support Rating Floor: affirmed at 'No Floor'



=========
S P A I N
=========


DISTRIBUIDORA INTERNACIONAL: S&P Cuts ICR to 'BB-', On Watch Neg.
-----------------------------------------------------------------
S&P Global Ratings said that it lowered to 'BB-' from 'BBB-' its
long-term issuer credit rating on Spain-based food retailer
Distribuidora Internacional de Alimentacion S.A. (DIA, or the
group).

S&P said, "At the same time, we lowered our issue rating on DIA's
senior unsecured notes to 'BB-' from 'BBB-'. We assigned a
recovery rating of '3' to these notes, indicating our expectation
of meaningful (50%-70%, rounded estimate: 60%) recovery in the
event of a payment default. Finally, we placed all our ratings on
DIA on CreditWatch with negative implications."

The downgrade follows a decline in DIA's sales volumes in Spain
during 2017 and the first half of 2018, and as a result, a severe
weakening in the group's operating margins. DIA's management under
the new CEO has indicated that EBITDA in 2018 will be EUR350
million-EUR400 million, up to 30% lower than its previous guidance
of EUR500 million. This compares to EBITDA of EUR568 million in
2017. In addition, DIA has announced a potential downward
restatement of its equity position by around EUR70 million
following an accounting review, and has significant short-term
debt maturities of over EUR700 million within the next year. The
group has also initiated a strategic review of its business in
order to stem its weak operating performance.

The profit warning follows very weak trading performance from
2017, with soft like-for-like sales, declining margins, and
significant restructuring costs reducing profitability. After a
sharp drop in reported EBITDA in 2017 of 16.0% in Iberia and 8.9%
across the whole group, DIA's profitability has continued to
decline significantly in 2018. During the first half of 2018, the
group's S&P Global Ratings-adjusted EBITDA fell by 14.6%,
excluding the negative impact of currency movements in its Latin
America operations. Furthermore, S&P expects 2019 to be a tough
year for DIA, with a continuation of competitive pressures and
heavy reinvestments in prices.

Until the end of 2017, DIA's higher profitability and balanced
financial policy supported relatively moderate leverage, including
adjusted debt to EBITDA of less than 2.5x and adjusted funds from
operations (FFO) to debt above 33%. However, given the rapid
decline in DIA's profits and cash generation over the past few
quarters due to exceptional competition from its main peers,
particularly Mercadona, and its ongoing high capital expenditure
(capex) on the refurbishment of its stores, S&P expects a
significant increase in its leverage. S&P now forecasts that DIA's
adjusted debt to EBITDA will rise to 4.6x, resulting in a much
weaker financial profile in the remainder of this year and 2019.

In addition to weak topline performance, adjusted margins suffered
from the end of a procurement joint venture with Eroski in Spain
and high restructuring costs. DIA also had to invest heavily in
reducing prices to secure its price perception in a highly
competitive market. Like other European food retailers that
operate in Spain, such as Carrefour and Auchan, DIA faces intense
price competition in the Spanish market from the market leader,
Mercadona, which holds nearly one-quarter of the market in terms
of sales, and also from German discounter Lidl. Mercadona in
particular has aggressively cut its prices and improved its
product offerings, which has forced DIA to respond, thereby
resulting in much lower margins.

DIA also faces strong competition in Latin America from the cash-
and-carry subsidiaries of Carrefour and Casino, especially in
Brazil. Like them, DIA has suffered from food price deflation and
transport strikes in Brazil and significant currency weakness in
Brazil and Argentina.

S&P's ratings reflect its view of DIA's position as one of the
main hard-discount food retailers in Spain. DIA's business model
benefits from the group's focus on the discount and convenience
segment, growing presence in Latin America, purchasing
partnerships, high private-label penetration of more than 50%, and
franchise-focused operating model.

Over 60% of DIA's stores are franchised, one of the highest
proportions of franchised stores within the food retail sector
across Europe. This lowers net sales and gross margins, but in
general allows for higher overall profitability and a more-
efficient capital allocation.

After falling from 7.3% in 2016, DIA's adjusted EBITDA margin
remained at 6.7% for 2017. Despite the decline, this margin was
still higher than that of several of DIA's rated peers in the food
retail sector, such as Europe-based Auchan (5.0%), Carrefour
(5.3%), Casino (5.6%), U.K.-based Tesco (6.1%), and U.S.-based
Kroger (6.0%) and Wegmans (6.3%). However, following the recent
profit warning and including restructuring costs that we estimate
to be in the region of at least EUR100 million in 2018, S&P
forecasts that DIA's adjusted EBITDA margin will now drop to about
5% for 2018 and 2019.

S&P assesses DIA's management and governance as weak in view of
the significant strategic, operational, and financial missteps
that have led to losses, the profit warning, and the potential
accounting restatement of equity. The group's new CEO came in only
in August 2018 and a new chairperson has recently been appointed
on a provisional basis.

Unlike other European retailers, such as Auchan and Carrefour, DIA
does not have material exposure to the difficult superstore and
hypermarket segment, which has experienced a huge structural shift
as customers opt for smaller basket sizes and convenience-based
shopping. In S&P's view, despite recent operating issues, DIA's
business model benefits from a substantial market presence of
proximity stores in urban areas.

The highly fragmented and competitive markets in which DIA
operates somewhat offset these strengths. However, comparatively,
DIA is also a much smaller and less diversified business than its
larger rated food retail peers -- it generates close to 80% of
EBITDA in Iberia.

S&P said, "We view DIA's operating leases as artificially short
relative to the length of time it expects to use the leased
stores. We therefore make analytical adjustments to reflect a more
economically appropriate depiction of its lease obligations on a
going-concern basis. That said, the short-notice exit options,
which we understand exist in DIA's long-term operating leases,
lend it a degree of increased operating flexibility."

The following assumptions underpin S&P's base-case scenario for
DIA:

-- A reduction in Spain's GDP growth of more than 3% over the
     past three years (2015-2017) to 2.7% in 2018 and 2.4% in
     2019. S&P expects the consumer price index (CPI) will be
     1.9%, with unemployment gradually trending down to about
     15.5% in 2018 and 14.3% in 2019.

-- A rise in Portugal's GDP of 2.3% in 2018
    and a further 1.9% in 2019, due to strong exports and
    improving investments in the country. We expect the CPI will
     be 1.2%-1.5% in 2018-2019 due to a rise in food, clothing,
     and fuel prices.

-- A decrease in Argentina's GDP by 2.0% in 2018, and remaining
    flat in 2019 following growth of 2.9% in 2017. Very high
    inflation, which S&P expects to be around 40% in
    2018 and more  than 20% in 2019, will hamper the country's
    recovery.

-- Continued economic turnaround in Brazil, with real GDP growth
     of about 1.5%-2.2% in 2018-2019, due to a faster-than-
     expected recovery from recession as the government reduces
     its budget deficit. Despite a CPI of about 3.5%-4.0%, food
     prices fell, triggered by a record agricultural harvest. S&P
     expects food price deflation to end gradually while the
     economy strengthens.

-- DIA's continued focus on proximity and multibanner store
    formats, which appeal to a diverse customer base.

-- DIA's active management of its store network through
    refurbishment -- it remodeled more than 900 stores in Iberia
    during the first half of 2018 -- while continuing its rent n
    negotiations.

-- DIA's continued expansion of its presence in Latin America by
    opening approximately 150 net stores per year, bringing it
    closer to its target of 2,600 stores in emerging markets by
    2020.

-- Some positive impact on trading over 2019 and 2020 from the
    store upgrade activity already undertaken and the gradual
    return of food price inflation.

-- A decline in DIA's top line of 2%-3% in Iberia over 2018 and
    2019, due to the abovementioned macroeconomic conditions,
    together with the store development plan.

-- In the emerging markets of Argentina and Brazil, broadly
    stable revenue growth in 2018 and 2019 in local currency
    terms, given positive like-for-like growth, improved space
    contribution, and continued efficiency improvements. However,
     reported revenue growth will remain closely linked to
     foreign-exchange rates. The Brazilian real and Argentine peso
     have both depreciated very significantly against the euro,
     which is DIA's reporting currency.

-- Likely stabilization of the group's adjusted EBITDA margin at
    the lower level of around 5%, on the back of a stronger focus
    on managing margins through improved buying terms with
    suppliers, increased store productivity, and the
    implementation of cost-efficiency measures.

-- Continuing net impact of working capital on cash flows of
     around EUR150 million over 2018 and 2019, despite
     management's efforts to manage its inventory and trade
     payables tightly.

-- A cut in capex to below EUR150 million from 2019, a
    significant reduction from previous annual spending levels.

-- No dividend payouts in 2019, following the board's recent
    decision to put dividend distributions on hold.

Based on these assumptions, S&P arrived at the following credit
measures over 2018 and 2019:

-- Adjusted debt to EBITDA of around 4.6x; and

-- Adjusted FFO to debt of around 16%-17% in 2018 and 2019.

The lowering of capex and suspension of dividends in response to
the profitability pressures will likely stem the cash outflow and
result in broadly breakeven free cash flow in reported terms in
2019.

S&P's forecasts do not include the impact from the imminent
application of IAS 29 financial reporting in hyperinflationary
economies. This application will be mandatory as of the third
quarter of 2018 due to DIA's presence in Argentina.

As result of the review of its financial statements, management
anticipates certain adjustments to the 2017 consolidated financial
statements. S&P understands that such adjustments may have an
estimated negative impact on equity of approximately EUR70
million.

Under its new CEO, DIA is in the process of updating its strategy,
which it intends to present to various stakeholders in October
2018. Any significant shift in the group's operating strategy
could cause us to adjust our forecasts and will likely carry some
execution risks, especially with regard to the pace and scope of
the proposed implementation. There is a risk that a new strategic
plan will result in the group incurring sizable restructuring
costs, which could further weigh on its earnings and cash flows in
the near term.

S&P views DIA's liquidity as less than adequate. Without timely
refinancing, we forecast that liquidity sources will not cover
uses over the next 12 months.

S&P estimates that DIA's liquidity sources over the 12 months from
Sept. 30, 2018, include:

-- Cash and short-term investments of around EUR100 million,
    after factoring in about EUR300 million of seasonal working
    capital variation, which traditionally peaks at midyear;

-- EUR394 million of undrawn available credit facilities; and

-- About EUR210 million of cash FFO.

S&P estimates that DIA's liquidity uses over the same period
include:

-- Year-end working capital outflow of EUR10 million-EUR50
    million.

-- Reduced capex of EUR145 million-EUR150 million, offset by
    moderate assets sales; and

-- EUR411 million of short-term debt maturities and EUR306
    million bonds maturing in July 2019.

DIA's short-term debt maturities include local bank facilities and
bilateral loans, which the group renews on a yearly basis. S&P
said, "We understand that management is in discussions with
several banks to actively refinance its short-term debt
maturities, which account for more than EUR700 million. We also
expect the group to renegotiate the covenants under its EUR350
million revolving credit facility (RCF), headroom under which we
expect to be very narrow by year-end 2018."

S&P said, "Our liquidity assessment is based on the group's well-
established and good relationships with banks and a track record
of access to different financing sources.

"We aim to resolve the CreditWatch within the next 90 days. During
this time, we expect to assess the progress of the group's
refinancing, renegotiation of its RCF covenants, and the results
of both the strategic review under its new management and the
review and restatement of its financial statements. Our assessment
will also include a review of the new management's plans to stem
the decline in the group's profitability, stabilize its
operations, and generate cash flow.

"We would consider removing the 'BB-' issuer credit rating from
CreditWatch and affirming it if DIA is able to refinance its near-
term debt maturities, put in place a sustainable and longer-term
capital structure, and maintain adjusted leverage around 4.5x. For
an affirmation of ratings, we would also need to see a
stabilization of performance, resilience of operating margins
above 5%, and at least neutral reported discretionary cash flow
generation."

Conversely, if DIA is unable to refinance its debt maturities or
covenants in the short term, if there is further weakness in its
operating performance or liquidity position, or if there are any
material issues in its financial statements, S&P could lower the
issuer credit rating by one or two notches, depending on its
assessment of the group's resulting liquidity, leverage, and
governance. In addition, any further weakness in operating
performance would test our assessment of the group's business risk
profile and could also put pressure on the rating.


EMPRESA DE ELECTRICIDADE: Moody's Raises Long-Term CFR to B1
------------------------------------------------------------
Moody's Investors Service has upgraded the long-term corporate
family rating of Empresa de Electricidade da Madeira, S.A. to B1
from B2. At the same time, Moody's has changed the outlook to
stable from positive.

The rating action follows Moody's decision to upgrade the long-
term issuer rating of the Autonomous Region of Madeira to Ba3,
with a stable outlook, from B1, with a positive outlook, on
October 16.

RATINGS RATIONALE

The one notch upgrade of EEM reflects the close linkage between
the RAM and the company, which is 100% owned by the region, and
Moody's view that the region's ability to provide support to EEM,
should this be required, has improved following the strengthening
of its credit profile. However, potential support is still limited
by Moody's expectation that the region's debt stocks will continue
to be very high.

The rating also takes into account the standalone credit quality
of EEM, represented by a b2 baseline credit assessment (BCA),
which reflects a relatively low business risk profile, based upon
(1) EEM's position as the dominant vertically integrated utility
in the RAM; (2) the fully regulated nature of the company's
activities in the context of a relatively well-established and
transparent regulatory framework; (3) progress on resolving
certain legacy issues; and (4) a slowly improving economic
environment.

At the same time, the rating factors in (1) the small size of the
company, and its relatively sizeable investment plan to increase
the share of power output from renewable energy; (2) the costs and
challenges associated with operating in a small, relatively
remote, archipelago; and (3) ongoing efficiency challenges
included in the regulatory settlement for the 2018-2020 period.

EEM's rating is further constrained by the company's high leverage
and reliance on short-term credit facilities. Moody's estimates
that funds from operations (FFO)/debt in 2018 should be in the
high single digits in percentage terms, following 11.3% in 2017.
The company's liquidity profile requires regular renewal of short-
term bank credit facilities, which Moody's assumes it will
continue to do on a timely basis. Positively, EEM has recently
completed the restructuring of a EUR220 million syndicated loan
facility, which represented around 70% of the company's EUR318
million net borrowings at the end of 2017 and was due to mature in
November 2020. The restructuring of the loan facility has improved
the maturity profile of EEM's borrowings, with the EUR220 million
now scheduled to mature between 2020 and 2025.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects (1) EEM's baseline credit assessment,
which is solidly positioned at b2, supported by progress in
cutting receivables, reducing leverage and executing its capital
expenditure (capex) programme; (2) the final settlement for the
2018-20 regulatory period, which is challenging but manageable for
EEM, and continues the track record of predictability and
transparency of the Portuguese regulatory framework; and (3) the
close linkage between the region and EEM, and its view of the
region's ability to provide support to its subsidiary, should this
be required.

WHAT COULD MOVE THE RATING UP/DOWN

EEM's rating could be upgraded if the company were to strengthen
its standalone credit positioning by (1) successfully delivering
its capex programme; and (2) reducing leverage by further cutting
receivables and achieving the operating efficiencies imposed by
the regulator, such that FFO/debt is in the low double digits in
percentage terms on a sustainable basis. Any upward movement in
EEM's rating will be considered in the context of Moody's view on
the RAM's willingness and ability to provide support to EEM.

The rating could be downgraded if (1) the company were unable to
make progress on executing its capital investment or achieving the
efficiency targets imposed by the regulator, whilst FFO/net debt
deteriorated to the mid-single digits; (2) if the company were
unable to raise debt in the domestic or international markets
leading to a deterioration in its liquidity position; and/or (3)
if the rating of the RAM were downgraded, without any
strengthening of the company's underlying credit profile.

The methodologies used in this rating were Regulated Electric and
Gas Utilities published in June 2017, and Government-Related
Issuers published in June 2018.

EEM is the dominant vertically integrated utility in the islands
of Madeira and Porto Santo, an archipelago in the Atlantic Ocean
and an autonomous region of Portugal. EEM is 100% owned by the
Autonomous Region of Madeira. In the year ending December 2017,
EEM reported consolidated total assets of EUR533 million, revenues
of EUR173.1 million and operating profit of EUR20.1 million.



===========================
U N I T E D   K I N G D O M
===========================


BOATHOUSE: Goes Into Liquidation, 36 Jobs Affected
--------------------------------------------------
Cumbernauld News reports that accountancy firm French Duncan has
been appointed as liquidator of The Boathouse at Auchinstarry,
with the loss of 36 jobs.

The Glasgow firm will oversee the closure of North Lanarkshire's
Town House Restaurants, which operated as The Boathouse Hotel and
Restaurant, after it shut with immediate effect earlier this
month, Cumbernauld News discloses.

According to Cumbernauld News, Eileen Blackburn --
e.blackburn@frenchduncan.co.uk -- head of restructuring and debt
advisory at French Duncan, said: "The closure of The Boathouse is
indicative of wider financial difficulties facing the casual
dining sector, which is currently encountering unprecedented
issues which are resulting in failure for a growing number of
operators."


MOTO VENTURES: Fitch Affirms B IDR, Outlook Stable
--------------------------------------------------
Fitch Ratings has affirmed UK-based operator of motorway service
areas Moto Ventures Limited's (Moto) Issuer Default Rating at 'B'
with a Stable Outlook.

The rating reflects Moto's high leverage and aggressive financial
policy as well as stable earnings and operating cash flows, which
are supported by management's strong execution skills with high
budgeting accuracy. Although leverage headroom under the current
IDR is exhausted, the Stable Outlook reflects its expectations of
a balance between increasing indebtedness and growing capex-
enabled earnings. This in turn should translate into funds from
operations adjusted gross leverage around 7.0x over 2018-2021.

KEY RATING DRIVERS

Persistently High Leverage: Due to sluggish trading so far in 2018
and an extended capex period, particularly for the more capital-
intensive new sites with slower earnings contribution, Fitch will
likely see leverage temporarily exceed its negative rating trigger
of 7.0x. Fitch forecasts FFO adjusted gross leverage at 7.1x and
7.4x in 2019 and 2020 respectively, before declining to 6.6x in
2021 as cumulative incremental earnings exceed GBP 15 million.

Despite its projection of two years of excessive leverage for a
credit with already tight leverage headroom, Fitch maintains
Stable Outlook on the back of Moto's overall balanced approach to
investing for asset productivity and incurring financial debt.
Fitch also notes management's reasonable business and capex
planning, making the risk of deeper or prolonged excessive
leverage unlikely. Leverage will remain a key rating driver for
Moto.

Aggressive Financial Policy: As long as Moto is not deprived of
capital to implement its medium-term development plan and is not
otherwise constrained by liquidity, Fitch would not view regular
dividend payments as being fundamentally rating-negative. Fitch
will, however, regard debt-funded shareholder distributions as
signalling an extremely aggressive creditor-unfriendly financial
policy that is disproportionally focused on maximising shareholder
returns, particularly if Moto's performance weakens or stagnates
despite capex implementation.

Stable Operations: The 'B' IDR is fundamentally supported by the
intrinsically stable business model of Moto, given its  exposure
to less discretionary motorway travel retail, albeit still linked
to GDP and traffic volumes. Further positive factors are its
largest national network of MSAs, a favourable regulatory
environment and a well-managed franchise portfolio. The stable
operating risk profile is evident in the history of steadily
improving EBITDA and margins and its expectations of accelerating
Fitch-defined earnings towards GBP120 million in 2021 from GBP103
million in 2017 and EBITDA margins improving to above 14.5% from
13.3% over the same period. This earnings acceleration will be
supported by Moto's medium-term asset development plan for
existing and new sites.

Moderate Execution Risks: Fitch regards the execution risks
embedded in the current medium-term development plan as moderate.
To date management has delivered on its targets with high
budgeting accuracy, allowing us to evaluate its medium-term
performance goals as overall defensible and deliverable.

Fitch sees, however, some complexity in the multitude of business
development initiatives aimed at productivity improvements across
all major non-fuel business lines, in combination with the
development of existing and new sites, plus overarching IT upgrade
projects. All this may lead to some internal project delays and
slow down EBITDA improvement. Fitch also notes that certain larger
investment projects have been postponed due to various external
factors, shifting capex to 2020-2022 from previously a more
concentrated profile in 2018-2019, and therefore leading to a
slower earnings build-up.

Sizable Shareholder Distributions Expected: As a quasi-
infrastructure asset with intrinsically stable cash flow
generation and low capex maintenance needs, Fitch expects the
sponsor's CVC and USS will continue making sizeable shareholder
distributions of GBP40 million-GBP60 million a year, back-stopped
by lock-up tests, leading to permanently negative FCF of GBP20
million-GBP30 million. These cash outflows will be replenished by
the drawdowns under Moto's GBP100 million capex facility, which
Fitch projects will be fully drawn by end-2020.

DERIVATION SUMMARY

Moto's IDR of 'B'/Stable reflects an infrastructure-like business
profile and operations in a regulated market with high barriers to
entry and limited competitive pressures. Moto's performance has
been resilient through the cycle, reflecting the less
discretionary nature of motorway customers. The business is
comparable with catering service providers, such as Elior Group SA
(BB/Stable) or energy service company Blitz F18-674 GmbH (Techem)
(B/Stable), both of which face low volume risks given the high
share of contracted revenue and low customer churn. Rating
constraints are Moto's less diversified product offering,
concentrated geographic footprint with a presence only in the UK,
as well as persistently high financial leverage. The shareholders'
intention to receive regular dividend distributions signals a
financial policy biased towards equity interests.

KEY ASSUMPTIONS

Fitch's key assumptions for the rating case:

  -- Revenue growth averaging at around 1% per annum until 2021

  -- EBITDA margin gradually improving to above 14%, driven by
     capex in asset productivity

  -- Capex in line with investment programme, supported by
     drawdowns under capex facility

  -- Shareholder distributions aligned with lock-up tests

Fitch's key assumptions for the recovery analysis:

  -- Going concern approach

  -- Distressed enterprise value-to-EBITDA multiple of 7.5x

  -- Post-recovery EBITDA discounted 15% from LTM EBITDA

  -- Administrative cost of 10%

  -- Prior ranking GBP450 million term loan B drawn, GBP100
     million capex facility 50% drawn, and GBP10 million revolving
     credit facility (RCF) fully drawn

  -- Subordinated GBP150 million second lien notes fully drawn

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - Positive and sustained post-dividend FCF generation supported
    by steadily improving profitability and earnings-accretive
    expansion programme

  - Decline in FFO adjusted gross leverage to 6.0x or below on a
    sustained basis

  - FFO fixed charge cover of 3.0x or higher on a sustained basis

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - Weak implementation of the capital expansion programme leading
    to EBITDA weakening to below GBP100 million on a sustained
    basis

  - An increasingly aggressive financial policy translating into
    FFO adjusted gross leverage of above 7.0x on a sustained basis

  - FFO fixed charge cover weakening to below 2.0x on a sustained
    basis

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity:  Fitch projects organic pre-dividend cash
generation to be positive at an average GBP15 million per year.
After shareholder distributions Moto's unrestricted cash balance
is estimated at GBP20 million-GBP30 million. Fitch views such
liquidity levels as adequate for Moto's business plan
implementation. Fitch excludes GBP5 million as restricted cash in
transit and tills. Fitch expects Moto's committed RCF of GBP10
million to remain undrawn.

SUMMARY OF FINANCIAL STATEMENT ADJUSTMENTS

  - GBP5 million deducted from reported cash treated as restricted
    cash kept in transit and tills

  - Operating leases capitalised at 8x (given the company's
    location in the UK)


PRAESIDIAD GROUP: Fitch Lowers IDR to B-, Outlook Stable
--------------------------------------------------------
Fitch Ratings has downgraded UK-based Praesidiad Group Limited's
Long-Term Issuer Default Rating to 'B-' from 'B'. The Outlook on
the IDR is Stable.

The downgrade reflects its expectation that Praesidiad's leverage
and coverage ratios over the next four years will be weaker than
Fitch had initially forecasted, due to significant
underperformance for 2018. Fitch does not forecast meaningful
improvements in those metrics over its four-year rating horizon
given low demand visibility in certain divisions, rising raw
material prices and increased competitive pressure in core
markets.

The Stable Outlook reflects its expectation that earnings will,
however, stabilise over the next 12 months, supported by cost-
savings measures, management's focus on maintaining profitable
contracts as well as a satisfactory liquidity position.

KEY RATING DRIVERS

Challenging Operating Environment: The core markets across which
Praesidiad operates have weakened over the past 12 months with
lower trading activity for high security projects affecting the
group's Guardiar and HESCO businesses and increasing competitive
intensity in the fencing manufacturing market in which its
Betafence brand competes. This has been a result of some large
corporates cutting back on security-related spending as well as
the tightening budgets of certain European governments
(particularly in Italy and eastern Europe). In 1H18, some of
Betafence's largest customers have also postponed orders due to
their expectations that steel prices (and therefore fencing
prices) will fall over the next 12 months.

Weak Financial Results: The deteriorating operating environment
and increasing competitive intensity have weighed on the group's
financial performance, which has been worse than Fitch had
expected in its previous rating case. Adjusted EBITDA fell to
EUR51 million in 2017 (versus EUR62 million in prior year) given
the factors mentioned, as well as rising raw material prices and
some additional costs related to manufacturing inefficiencies.
Results for 1H18 confirmed profit pressure, with EBITDA falling to
EUR24 million from EUR31 million a year ago due to delays in
certain contracts, lower market activity in HESCO and continued
weakness in the Betafence manufacturing business.

Renewed Focused on Contract Margins: Management have indicated
that their priority will be to focus on the margin development of
the group as opposed to revenue growth. In 1H18, this translated
into the exit of certain loss-making accounts in the Betafence
business such as DIY retailers Leroy Merlin and Castorama, which
contributed to the -12.7% sales decline in 1H18 vs. 1H17. However,
Betafence also lost some customers as the group increased their
prices by up to 10%-15% to match the rising raw material costs
(primarily steel and zinc). Fitch expects this focus on margins to
result in a stabilisation in gross margins at around 23%-23.5%
over the rating horizon although this may lead to further revenue
declines in the Betafence business.

Low Demand Visibility: Across the Betafence and HESCO business
divisions, demand visibility is low, with Betafence having a
short-term order book equal to only around one month worth of
sales and HESCO also having weak visibility on projects given the
event-driven nature of most of their activity. In the Guardiar
business, there is greater visibility over future orders, with a
pipeline of projects that management are actively pursuing in
excess of EUR2 billion (as of 1H18), which is higher than last
year. Despite this, the lack of earnings visibility in two of
three of the core businesses adds significant potential volatility
to the underlying earnings and cash flow generation of the
business.

18 Months Improvement Plan: Management have designed a new 18-
month improvement plan. This targets annualised savings of around
EUR14 million primarily from manufacturing footprint
rationalisation and headcount reduction as well as some additional
savings, which involve plant efficiency investments and
procurement initiatives. Fitch believes that most of the EUR14
million savings are realisable in the given timeframe and have
factored in around 70% of these in its main rating case. This
corresponds to a reduction of operating expenses to 9% of sales
from 11%.

Leverage above 7x Negative Sensitivity: Given the decline in
earnings over the past 12 months, funds from operations (FFO)
adjusted gross leverage has increased above 7x while both EBITDA
margins and cash flow generation have been under pressure. The low
visibility in demand and the increased execution risk that the
group faces in improving margins and successfully implementing its
improvement plan suggest that leverage and coverage metrics will
be sustainably weaker than initially expected. This supports its
downgrade of the IDR to 'B-' from 'B'. The Stable Outlook reflects
its expectation that the improvement plan has the capacity to
stabilise earnings over the next 18 to 24 months and the group's
satisfactory liquidity position. However, any underperformance
against its expectations could lead to the Outlook being revised
to Negative.

DERIVATION SUMMARY

Praesidiad has evolved from a general fence manufacturer to a
total solution project (TSP) provider offering a full suite of
security services to a wide range of end-markets. Given its niche
strategic focus in high-security perimeter protection (PP) and
control (PC), Praesidiad's building products peers such as
Compagnie de Saint-Gobain (BBB/Stable), CRH plc (BBB/Stable),
L'isolante K-Flex S.p.A. (B+/Stable) and Officine Maccaferri SpA
(B-/Stable) are not fully comparable.

Nonetheless, Fitch believes Praesidiad's ratings remain
constrained by a combination of high leverage and small size and
niche focus. Relative to certain other security peers,
Praesidiad's business model is more volatile with earnings
dependent on large projects and unplanned events. Praesidiad's
profitability is weaker than peers', and key credit metrics such
as FCF, leverage and coverage are consistent with the current
'B-' rating.

KEY ASSUMPTIONS

  - Revenue to decline by around 9% in 2018 (vs. -11% YTD) and
    stabilising thereafter

  - EBITDA margin improvement towards 14.5% to 2021

  - Working capital outflow of around EUR7 million in 2018 and
    broadly neutral thereafter

  - Capex of around EUR5 million-EUR6 million in 2018 (1.5% of
    sales) and EUR10 million-EUR12 million in 2019-20 (3% of
    sales)

  - No dividends or extraordinary acquisitions

KEY RECOVERY ASSUMPTIONS

  - The recovery analysis assumes that Praesidiad would remain a
    going concern in bankruptcy and that the group would be
    reorganised rather than liquidated. Fitch has assumed a 10%
    administrative claim in the recovery analysis.

  - The recovery analysis assumes Praesidiad's post-reorganisation
    EBITDA will be about EUR49 million. At this level of EBITDA
    that assumes corrective measures have been implemented, Fitch
    would expect Praesidiad to generate marginally positive FCF.

  - Fitch also assumes a distressed multiple of 5.5x and a fully
    drawn EUR80 million revolving credit facility (RCF).

  - These assumptions result in a recovery rate for the senior
    secured debt of 54%, i.e. within the 'RR3' range under Fitch's
    criteria and allow a single-notch uplift to the debt rating
    from the IDR.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - Stabilising revenue and positive momentum in EBITDA growth
    with an increasing order book

  - Successful implementation of new improvement plan leading to
    significant cost reductions and enhanced manufacturing
    facilities and EBITDA margin

  - Positive FCF generation with FCF margins in mid-single digits

  - FFO adjusted gross leverage (including factoring and operating
    leases adjustments) below 6.5x for a sustained period

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - Further sales and earnings decline with loss of further
    customers and/or pricing pressure reducing margins

  - EBITDA margins falling further towards 10% and FCF generation
    turning negative

  - Worsening liquidity position

  - FFO adjusted gross leverage rising above 8.5x on a sustained
    basis

LIQUIDITY AND DEBT STRUCTURE

RCF Supports Liquidity: Cash on balance sheet at end-June 2018 was
fairly low at around EUR27 million, partly due to a EUR20 million
working capital outflow in 1H18, which Fitch expects to reverse
(in part) by year-end. A fully undrawn EUR80 million revolving
credit facility is in place to manage any further liquidity
requirements although its rating case envisages the group should
be able to cover capex and interest outflows with internal cash
generation.


UNDERWATER CENTRE: Enters Administration, 48 Jobs Affected
----------------------------------------------------------
Conor Riordan at Press Association reports that The Underwater
Centre in Fort William reports that has been forced into
administration, placing almost 50 jobs at risk.

According to Press Association, the world-leading subsea training
facility made the decision after getting into financial
difficulties as a result of "market forces".

It is one of only two places globally which provide closed bell
diving training, but many firms have not been putting employees
through the course in recent years, Press Association notes.

If the administration process results in its closure, people who
have to undergo a closed bell diving course will have to travel to
France, Press Association states.

Pressure from the decline in the offshore sector has been cited as
the main reason for finding itself in financial difficulty, Press
Association, Press Association relates.

Earlier this year, the centre moved from private ownership to
become a not-for-profit organisation in a bid to attract public
and business investment, which has proved unsuccessful, Press
Association recounts.  It currently employs 48 people, Press
Association discloses.





                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.


                            *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2018.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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of the same firm for the term of the initial subscription or
balance thereof are US$25 each.  For subscription information,
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